Bravado Health Master Terms

We update these Master SaaS/API Terms (“Terms”) from time to time. If you have an active subscription to the Platform, we will let you know by email when we update the terms.

These Terms govern Your use of Our proprietary cloud-based case management platform and/or e-prescribing API tool (either or both, the “Platform”) pursuant to an Order Form (“Order Form”) and any related Professional Services (as defined below) pursuant to a Statement of Work or a Services Addendum (each as defined below), in each case, by and between ScriptRx, Inc. d/b/a Bravado Health (“We,” “Us” or “Our”) and the customer listed in the Order Form, Statement of Work or Services Addendum, as applicable (“You” or “Your”). These Terms, the Order Form and any Statement of Work or Services Addendum that incorporates these Terms collectively constitute the “Agreement” and is effective as of the date of execution of the Order Form (or in the absence of an Order Form, the applicable Statement of Work or Addendum) by both Us and You (“Effective Date”). You accept the Agreement by executing the Order Form (or the Statement of Work or Addendum, as applicable), through use of the Platform or Professional Services, or by continuing to use the Platform or Professional Services after being notified of a change to these Terms.

1. PROVISION OF THE PLATFORM.

a. Access to the Platform. In consideration of the Fees (as defined below) during the Term (as defined below), We will use commercially reasonable efforts to make the Platform available to You consistent with its Service Level Agreement. You and Your employees (“Authorized Users”) are hereby authorized to access the Platform for your internal and legally compliant case management activities and/or e-prescribing activities, as applicable (“Permitted Use”). Your Authorized Users must be subject to confidentiality, use restrictions and intellectual property provisions at least as restrictive and protective of Us as those set forth in the Agreement. You and Your Authorized Users will access and use the Platform solely in accordance with the conditions and limitations set forth in the Agreement and any Platform documentation, including any end user license agreement applicable to the Platform and/or Technology (as defined below). The authorization set forth in this paragraph is non-exclusive and non-transferable. You will be solely and exclusively responsible for any breach by Your “Representatives” which, for purposes of the Agreement, means Authorized Users and any other persons accessing the Platform directly or indirectly through You, whether authorized, unauthorized or otherwise of the Agreement, or of any terms contained in any Service documentation.

b. Restrictions. You will not, and will not permit others to, directly or indirectly: (i) reverse engineer, decompile, disassemble, decode, adapt, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform and/or any related software, documentation or data (collectively, “Technology”); (ii) modify, translate, or create derivative works of, from or otherwise based on the Platform or any Technology, in whole or in party; (iii) access and/or use the Platform for timesharing or reselling purposes or otherwise for the benefit of a third party (other than expressly authorized by the Permitted Use); (iv) upload to or otherwise use the Platform to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or material in violation of third-party rights, including privacy rights; (v) upload to or otherwise use the Platform to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example (but not by way of limitation), viruses, worms, time bombs and Trojan horses); (vi) interfere with or disrupt the integrity or performance of the Platform (in whole or in part); (vii) attempt to gain unauthorized access to the Platform, the Technology or any of their related systems or networks, or access or use the Platform other than by an Authorized User through the use of his or her own then valid Access Credentials (as defined below); (viii) permit direct or indirect access to or use of the Platform in a way that circumvents a contractual usage limit; (ix) frame or mirror the whole or any part of the Platform (including any Technology); (x) access the Platform and/or the Technology (in whole or in part) in order to build a competitive product or service; (xi) remove any proprietary notices or labels of or from the Platform or the Technology; or (xii) access or use the Platform in any way that violates the Agreement, any third-party rights, or any applicable laws, rules, regulations or orders having the force of law (collectively, “Laws”).

c. Maintenance Releases; New Features. During the Term, We may make or issue updates, upgrades, releases, new versions or other adaptations or modifications of the Platform, in whole or in part (collectively, “Maintenance Releases”). We may also make one or more new modules or functionalities of the Platform (“New Features”) available to You under the terms and conditions of the Agreement. Maintenance Releases and/or any New Features made available to You under the Agreement (if any) will constitute a part of the Platform for purposes of the Agreement. For the avoidance of doubt, We reserve the right to offer any New Features subject to Our then current, commercial pricing for the same. If any Maintenance Release or New Feature requires for its proper and effective use the modification of certain Platform settings, Your Data (as defined below) or any other accommodation, affirmative action or update on Your part (any such modification, accommodation or affirmative action on Your part, “Accommodations”), then We will notate such Accommodations in the relevant release note for such Maintenance Release or New Feature, if and as applicable. You acknowledge and agree that certain Maintenance Releases and/or New Features may require Professional Services for purposes of installation, configuration and/or implementation, which will be subject to Your payment of Our applicable Professional Services fees then in effect.

d. Third-Party Services. You acknowledge and agree that: (i) one or more of the functionalities or services available on or via the Platform are (or will be) made available by third parties (“Third-Party Service Providers” and such functionalities or services, “Third-Party Services”); (ii) the Platform relies on API integration for certain features and functions (or, in the case of our e-prescribing tool, is an API integration), but that API integration has its own inherent level of unpredictability and inconsistency that is out of Our control, and that as such We will have no liability for downtime caused by API integration failures; (iii) Third-Party Service Providers may impose restrictions on use of the particular Third-Party Service, in addition to other terms and conditions, including without limitation, those set forth in any applicable terms and conditions agreed to by or otherwise made available to You (collectively, “Third-Party Requirements”); (iv) You are solely responsible for compliance with, and will ensure that You and all Authorized Users (as defined below) comply with, all Third-Party Requirements; and (v) We may at any time terminate and/or discontinue any Third-Party Services, including as a result of termination of Our relationship with the applicable Third-Party Service Provider, provided that We will endeavor to provide You with advance written notice of any such termination or discontinuation if possible.

e. Customization. Other than as expressly stated in the Order Form or a mutually executed Statement of Work, Our Professional Services will not include any customization of any feature, functionality, product, tools or other materials available on or via the Platform.

2. PROFESSIONAL SERVICES. From time to time during the Term, We may provide you with certain professional services, including implementation, customization, training, clinical and/or support services, and/or certain EQIP or other advisory services, in each case, as described in the Order Form or as otherwise mutually agreed to by You and Us in writing, including in a Statement of Work or Services Addendum (“Professional Services”). Unless expressly set forth in the Order Form, a Statement of Work or a Services Addendum, any Professional Services provided are Our standard Professional Services, and any services beyond the scope of such standard Professional Services will be deemed out of scope and will be provided only pursuant to a mutually agreed upon change order or a separate Statement of Work or Services Addendum. Any Results (as defined below) of any Professional Services will constitute a part of the BH Property subject to the terms and conditions of this Agreement (including Section 6). We will not be responsible or liable for any late delivery or delay or failure of performance caused in whole or in part by Your or Your Representative’s delay in performing, or failure to perform, any of Your obligations under the Agreement. In the event of any such delay or failure, We may extend all or any subsequent milestone dates as We deem reasonably necessary. The foregoing is in addition to, and not in lieu of, all other remedies that We may have for any such failure or delay by You or Your Representatives. For the avoidance of doubt, You will be responsible for payment for additional hours of work caused by any delay or failure caused in whole or in part by You or Your Representatives at the rates in effect for the relevant Professional Services at the time of such delay or failure.

3. YOUR RESPONSIBILITIES.

a. Cooperation. You will cooperate with Us in all respects, including provision of information and support as may be reasonably required for purposes of our performance under the Agreement. Without limiting the generality of the foregoing, You will ensure that Your information technology team responds to Our requests for information, materials or cooperation promptly and without undue delay, and in any event, within two business days of the request. Additionally, on written notice by Us from time to time, You will permit Us, Our Third-Party Providers or Our or their respective designees to access, audit and inspect Your records relating to use of the Platform and any content or data made available thereon under the Agreement (in whole or in part).

b. Access Credentials. You and each Authorized User may be issued a user name, identification number, password, or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Platform (“Access Credentials”). You will ensure that Your Authorized Users use strong Access Credentials (i.e., in the case of a password, one that is long, uses a mix of letters (upper and lower case), numbers and symbols, has no ties to the Authorized User’s personal information, and no dictionary words) even if the Platform permits simple Access Credentials. You have and will retain sole responsibility for the security and use of all Access Credentials, including for any losses that You or any third party may suffer as a result of the authorized or unauthorized use of any Access Credentials by any third party. We reserve the right to disable any Access Credentials at any time in its discretion for any or no reason, including (without limitation) if, in Our opinion, You or any of Your Authorized Users has violated any provision of this Agreement.

c. Your Systems. You are responsible for: (i) obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Your Systems”); (ii) maintaining the security of all of Your Systems; and (iii) all uses of Your account(s) or Your Systems by its Representatives. You acknowledge and agree that failure to obtain and maintain Your Systems and otherwise meet any applicable technical requirements of or relating to the Platform (including any restrictions or caps on data storage or usage) may cause the Platform to (in whole or in part) be unavailable, or function ineffectively or inappropriately. We will in no event be responsible for any downtime, losses, failures or liabilities that arise as a result of Your failure comply with the requirements set forth in this Section.

d. Your Materials. You will ensure (and represent, warrant and covenant) that Your Data and all other content or other materials provided by You to Us pursuant to the Agreement (collectively, “Your Materials”) as well as Your activities in connection with, use of or access to the Platform do not and will not violate any Laws or infringe on a third party’s intellectual property or other rights. We make no effort (and are in no way obligated) to validate Your Materials for completeness, correctness or usability. You will be solely and completely responsible for the accuracy, quality and legality of any and all of Your Materials, the means by which You acquired Your Materials, and the use of the same by You and Your Representatives. Without limiting the generality of the foregoing, if Your Materials include any personal and/or protected health information of individuals, You will ensure that Your and Your Representatives’ collection and submission into the Platform of the same, and Your, Your Representatives’ and Our use and storage of the same as contemplated by the Agreement does not violate any third party rights, and otherwise complies with Laws, including, without limitation, HIPAA and any other Laws relating to the consent of or disclosure to consumers with respect to the collection, use or disclosure of such information as contemplated by the Agreement. If We receive information indicating or otherwise reasonably believe that all or any portion of any Your Materials may violate Laws, any third-party rights or otherwise could reflect poorly on Us or negatively impair Our goodwill (in each case, in Our sole and absolute discretion), We may so notify You and, if You fail to remove or modify the relevant portion of Your Materials from the Platform within two business days, We may delete the relevant portion of Your Materials from the Platform.

e. No Data Backup. The Platform does not replace the need for You to maintain regular data backups or redundant data archives, including with respect to medical records. WE HAVE NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY OF YOUR MATERIALS (INCLUDING ANY MEDICAL RECORDS) INPUT INTO, MAINTAINED BY OR OTHERWISE AVAILABLE ON OR VIA THE PLATFORM.

f. Certain Acknowledgements. You acknowledge and agree that: (i) the Platform may have defects or deficiencies that may not be corrected by Us and are subject to change at Our sole discretion; (ii) We may access, monitor, and/or review Your activity and data in the cloud-based instance of the Platform; (iii) We, the Platform and Our Professional Services do not in any way provide or include medical advice and that any clinicians using the Platform must use their independent medical judgment in determining the appropriate care and treatment for patients; and (iv) using the Platform does not create a joint venture, physician-patient, or any other relationship between the parties.

4. TERM AND TERMINATION.

a. Term. Subject to earlier termination as provided below, the Agreement is for the initial term specified in the Order Form (or, in the absence of an Order Form, the applicable Statement of Work or Addendum) and will automatically renew for additional periods of one (1) year (collectively, the “Term”), unless either party provides written notice of its intent to not renew at least sixty (60) days prior to the end of the then-current term.

b. Termination. Either party may terminate the Term: (i) immediately, by providing the other party with written notice, if such other party is in material breach of the Agreement that is not capable of cure (as determined by the non-breaching party acting reasonably) or (if capable of cure) is not cured within fifteen (15) days of receipt of written notice of such breach; (ii) upon written notice, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; and (iii) as otherwise expressly set forth in the Agreement.

c. Effect of Termination. On termination of the Term for any reason: (i) You will pay all Fees for access to the Platform and for any Professional Services provided up to and including the effective date of termination; (ii) We will make Your Data stored on the Platform as of the effective date of termination available to You for export in the manner and form exportable as of the effective date of termination for a period of 10 days following the effective date of termination, but thereafter We may, but are not obligated to, delete such data); and (iii) You will within 14 days of the effective date of termination return or certify the permanent destruction of all of Our Confidential Information. All sections of the Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

d. Suspension of Access. We may, directly or indirectly and by any lawful means (including any disabling device), suspend or otherwise deny Your or any Representative’s access to or use of all or any part of the Platform without incurring any resulting obligation or liability, if: (i) You fail to pay any amount when due under the Agreement, and such failure continues for five (5) days or more after the relevant due date; (ii) We believe, in Our sole and absolute discretion, that You or any Representative: (x) have failed to comply with any term of the Agreement; (y) have accessed or used the Platform beyond the scope of the authorization granted or for a purpose not authorized or intended under the Agreement or in any manner that does not comply with any of Our instructions or requirements; or (z) are, have been, or are likely to be involved in any fraudulent, misleading, unlawful or unethical activities, or in any activity that could reflect poorly on Us or negatively impair Our goodwill (in each case, in Our sole and absolute discretion); (iii) the Term is terminated or expires; or (iv) We receive a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Us to do so. This paragraph does not limit any of Our other rights or remedies whatsoever, including any rights or remedies at law, in equity or under the Agreement.

5. FEES AND PAYMENT.

a. Fees. You will pay Us applicable fees as described in the Order Form, Statement of Work or Services Addendum for Your subscription to the Platform and the purchase of applicable Professional Services (the “Fees”). Unless otherwise set forth in the Order Form or applicable Statement of Work or Services Addendum, all invoiced amounts are due within 30 days of the invoice date.

b. Payment Terms. Undisputed unpaid amounts (and disputed amounts ultimately determined to be payable to Us) are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by Law, whichever is lower. You will pay all Fees in US Dollars by credit card, check, ACH or wire or other electronic transfer of immediately available funds to an account designated in writing by Us. All amounts payable to Us under the Agreement will be paid by You in full without setoff or withholding for any reason or other than a deduction or withholding of tax as may be required by applicable Law.

c. Changes to Fees. We may increase Fees at any time and from time to time, provided that the subscription Fees for the Platform will be as set forth in the Order Form for the initial term. Unless otherwise agreed to in writing by the parties, on commencement of each Renewal Term (if any), subscription Fees will be at Our then-current commercial rates, and renewal of the initial term and any renewal term will constitute Your acceptance of such Fees. For the avoidance of doubt, for Professional Services, You will pay the applicable Fees in effect at the time such Professional Services are provided, and notwithstanding anything to the contrary in the Order Form or otherwise.

d. Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You will be responsible for all Taxes associated with its purchase of access to the Platform and all Professional Services, other than U.S. taxes based on Our income.

e. Future Functionality. You acknowledge and agree that Your entrance into the Agreement is not contingent on the delivery of any future functionality or features of the Platform or any Professional Services, or dependent on any oral or written public comments made by Us regarding any such future functionality or features unless otherwise expressly indicated on the Order Form, or a Statement of Work or Services Addendum.

6. OWNERSHIP AND LICENSES.

a. Ownership. You will own all right, title and interest in and to Your Data. We or Our licensors will own and retain all right, title and interest in and to the following (collectively, “BH Property”): (i) the Platform, the Technology, any content or data made available to You thereon, and all improvements, enhancements or modifications to any of the foregoing; (b) any work product, including any software, applications, inventions or other technology or intellectual property developed, authored and/or reduced to practice in connection with any Professional Services (“Results”); (c) the “Bravado Health” name, brand, marks and other similar intellectual property; (d) Feedback (as defined below); (e) any and all performance data, test or evaluation results, or other metrics derived from the Platform, including Aggregated Data (as defined below); and (f) all intellectual property rights related to any of the foregoing. We expressly reserve all other rights in and to the foregoing. During and after the Term, each party will cooperate with the other to do any and all things which reasonably necessary or desirable to establish, maintain, protect and enforce a party’s exclusive ownership of the property identified in this Section.

b. Use of Data. Notwithstanding anything to the contrary, and to the extent not prohibited by applicable Law, We will have the right to collect and analyze Your Data and other information relating to the provision, use and performance of various aspects of the Platform and Technology (including, without limitation, information concerning Your Data and data derived therefrom), and will be free (during and after the Term) to: (i) use such information and data to improve and enhance the Platform and for other development, diagnostic and corrective purposes in connection with the Platform, the Technology and/or Our other product or service offerings; and (ii) use and disclose such information and data solely in aggregate or other de- identified form in connection with Our business without disclosing Your identity, or the identity of any of Your patients or other individuals (“Aggregated Data”). No rights or licenses are granted except as expressly set forth herein.

c. Feedback. You grant Us a worldwide, perpetual, irrevocable, transferable and royalty-free license to use, disclose and/or commercialize any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Your Representatives relating to the subject matter of the Agreement (collectively, “Feedback”). Any improvements, enhancements or other modifications created, prepared, produced, authored, edited, amended, conceived or reduced to practice by Us (whether alone or together with You or any other third party or parties) arising out of or relating to such Feedback are and will remain Our sole and exclusive property.

d. License. You grant Us a worldwide, royalty-free, license to use, publish and display Your name, trade name, brand, service mark, and image in connection with Our marketing efforts of the Service, including testimonials on the Service at Your convenience

7. CONFIDENTIALITY.

a. Confidential Information. “Confidential Information” means any and all confidential or proprietary information of the Disclosing Party (as defined below) or of a third party and held by the Disclosing Party on a confidential basis, including, without limitation, protected health information, data, including, without limitation, pharmacy and/or prescription related data (whether individualized or aggregated) made available on the Platform, documents, reports, analyses, studies, drawings, samples, suppliers, customers, pricing, pricing techniques, copyright, trademark and patent applications, marketing and sales techniques and plans, projections, technology, methods, procedures, software (including all documentation and code), hardware and system designs, architectures and protocols, trade secrets, know-how, and observations, whether disclosed orally or in writing, whether or not marked as “confidential,” and whether disclosed or made available to the Receiving Party before, on or after the date of the Agreement. Our Confidential Information includes BH Property and the terms, but not the existence of, the Agreement. Your Confidential Information includes non-public data provided by You to Us, including any such data uploaded by You or any third party (including Your patients) via the Platform (“Your Data”). “Disclosing Party” means the party disclosing or making available the Confidential Information. “Receiving Party” means the party receiving or accessing the Confidential Information.

b. Exclusions from Confidential Information. The term “Confidential Information” does not include information that, as evidenced by the Receiving Party with written documentation: (i) is or becomes publicly available after disclosure to the Receiving Party without breach of any obligation owed to the Disclosing Party or any third party; (ii) was lawfully received by the Receiving Party from a third party without obligation of confidentiality owed to the Disclosing Party or any third party; (iii) was known to the Receiving Party prior to its receipt from the Disclosing Party without obligation of confidentiality owed to the Disclosing Party or any third party; or (iv) was independently developed by the Receiving Party without use or reference to Confidential Information and without breach of the Agreement.

c. Confidentiality Obligations. The Receiving Party will: (a) use commercially reasonable efforts to safeguard Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care (and in Our case, as otherwise set forth in Our Privacy Policy); (b) use Confidential Information for the sole purpose of performing its obligations or exercising its rights under the Agreement (and in Our case, as otherwise set forth in Our Privacy Policy); and (c) restrict disclosure of Confidential Information to those of its officers, directors, employees, professional advisors, contractors, agents and representatives with a need to know such information for the sole purpose of performing its obligations or exercising its rights under the Agreement (and in Our case, as otherwise set forth in Our Privacy Policy). Without limiting the generality of the foregoing: (i) You may not retain a copy of, store in any medium, perform analytics on, aggregate in any manner, or otherwise perform any action with relation to any data or information made available to you on the Platform (including, without limitation, via the network underlying the e-prescribing functionality of the Platform (Treat)) other than as specifically permitted under the Agreement; (ii) except as specifically set forth in the Agreement, You will act solely as a passive conduit of information sent via the Platform (including, without limitation, via the network underlying the e-prescribing functionality of the Platform (Treat)); and (iii) You may not undertake any act or omission which would interfere with, modify, or delay the transmission of any data or information made available on the Platform; provided, however, that nothing in the Agreement (including this Section) is intended to restrict Your use of such data or information once such data or information has become a part of a patient’s permanent record.

d. Compliance with Laws. Each party will comply with all applicable Laws, including, but not limited to the Health Insurance Portability and Accountability Act and the Health Information Technology for Economic and Clinical Health Act, as amended, and their implementing regulations (“HIPAA”). To the extent that We are considered a “business associate” (as defined in HIPAA) of Yours, then We and You will enter into a Business Associate Agreement mutually agreeable to You and Us. You and Your Representatives must comply with all applicable Laws, including any licensing, registration and/or credentialing requirements and any requirement to obtain patient consents and/or authorizations. Without limiting the generality of the foregoing, when using the e-prescribing feature of the Platform, you acknowledge that You will, and are solely and absolutely responsible for, conducting identity proofing and authentication sufficient to meet regulatory requirements and industry standards to Our or Our licensors’ reasonable satisfaction to confirm that all messages transmitted originate from Authorized Users who are licensed to use the application for the service(s) for which We or Our licensors have certified the application.

e. Privacy Policy. Our Privacy Policy is located on Our website at: https://www.bravadohealth.com/legal/privacy/

8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

a. Representations. We will: (a) use commercially reasonable efforts consistent with prevailing industry standards to perform and maintain the Platform in a manner which minimizes errors and interruptions in the Platform; and (b) perform Professional Services (if any) in a professional and workmanlike manner.

b. Disclaimer. You acknowledge that the Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Us or by third-party providers, or because of other causes beyond Our reasonable control. We will use commercially reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption and to reinstate the Platform. HOWEVER, WE DO NOT WARRANT THAT THE PLATFORM OR THE CONTENT OR INFORMATION MADE AVAILABLE THEREON WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY THAT THE PLATFORM OR SUCH CONTENTS WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, INCLUDING THOSE OF YOUR PATIENTS, ACHIEVE ANY PARTIUCLAR RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, THE PLATFORM (INCLUDING THE TECHNOLOGY AND ANY AND ALL CONTENT THEREON) AND ALL PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS IMPLIED, STATUTORY OR OTHER, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE WITH RESPECT TO THE SAME. ALL THIRD-PARTY SERVICES INCLUDED IN THE PLATFORM ARE PROVIDED “AS IS” AND SUBJECT TO ANY APPLICABLE THIRD-PARTY SERVICE PROVIDER TERMS AND CONDITIONS. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY SERVICES IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY SERVICE PROVIDER.

c. Additional Disclaimers. Without limiting the generality of Section 8(b), the following additional disclaimers apply:

i. IN RESPECT OF USE OF THE E-PRESCRIBING FUNCTIONALITY OF THE PLATFORM (TREAT), INCLUDING, WITHOUT LIMITATION, YOUR UNDERLYING USE OF THE NETWORK OF OUR PRESCRIPTION CREDENTIALING THIRD-PARTY PROVIDER, NEITHER WE NOR OUR THIRD-PARTY PROVIDERS MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE AVAILABILITY THROUGH SUCH NETWORK OF ANY PARTICULAR DATA SOURCE OR OTHER PARTICIPANT IN SUCH NETWORK. AT ANY TIME, DATA SOURCES OR OTHER PARTICIPANTS IN SUCH NETWORK MAY BE ADDED TO OR DELETED FROM SUCH NETWORK OR MAY LIMIT ACCESS TO THEIR DATA OR ELECT NOT TO RECEIVE PRESCRIPTIONS OR OTHER MESSSAGES FROM YOU AND/OR YOUR AUTHORIZED USERS, AND SUCH CHANGES MAY OCCUR WITHOUT PRIOR NOTICE TO US OR YOU.

ii. OUR PRESCRIPTION CREDENTIALING THIRD-PARTY PROVIDER USES AVAILABLE TECHNOLOGY TO MATCH PATIENT IDENTITIES IN ORDER TO PROVIDE ITS SERVICES, HOWEVER, BECAUSE PATIENT INFORMATION IS MAINTAINED IN MULTIPLE PLACES, NOT ALL OF WHICH ARE ACCESSIBLE TO SURESCRIPTS, AND BECAUSE NOT ALL PATIENT INFORMATION IS KEPT IN A STANDARD FASHION OR IS REGULARLY UPDATED, IT IS POSSIBLE THAT FALSE MATCHES MAY OCCUR OR THAT THERE MAY BE ERRORS OR OMISSIONS IN THE PRESCRIPTION BENEFIT AND/OR MEDICATION HISTORY INFORMATION PROVIDED PURSUANT TO ITS SERVICES. THEREFORE, IT IS THE RESPONSIBILITY OF ANY TREATING PHYSICIAN OR OTHER HEALTH CARE PROVIDER OR FACILITY (NOT THE RESPONSIBILITY OF OURS OR OUR THIRD-PARTY PROVIDERS) TO VERIFY PRESCRIPTION BENEFIT OR MEDICATION HISTORY INFORMATION THROUGH OTHER MEANS WITH EACH PATIENT AND/OR THE PATIENT’S REPRESENTATIVES BEFORE SUCH INFORMATION IS RELIED UPON OR UTILIZED IN DIAGNOSING OR TREATING THE PATIENT. NEITHER WE NOR OUR THIRD-PARTY PROVIDERS ARE A HEALTH PLAN, HEALTH CARE PROVIDER OR PRESCRIBER. NEITHER WE NOR OUR THIRD-PARTY PROVIDERS INDEPENDENTLY VERIFY OR REVIEW, AND CANNOT INDEPENDENTLY VERIFY OR REVIEW, THE INFORMATION TRANSMITTED THROUGH ANY NETWORK UNDERLYING THE PLATFORM FOR ACCURACY OR COMPLETENESS. PURSUANT TO THE FOREGOING, YOU ACKNOWLEDGE THAT THE PRESCRIPTION BENEFIT AND MEDICATION HISTORY INFORMATION PROVIDED HEREUNDER IS NOT COMPLETE OR ACCURATE, AND THAT NEITHER WE NOR OUR THIRD-PARTY PROVIDERS (INCLUDING THEIR DATA SOURCES) PROVIDES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE PRESCRIPTION BENEFIT OR MEDICATION HISTORY INFORMATION, AND YOU HEREBY RELEASE AND HOLD HARMLESS US AND EACH OF OUR THIRD-PARTY PROVIDERS (INCLUDING ANY PERSON OR ENTITY PROVIDING PRESCRIPTION BENEFIT OR MEDICATION HISTORY INFORMATION TO US OR OUR THIRD-PARTY PROVIDERS) FROM ANY LIABILITY, CAUSE OF ACTION, OR CLAIM RELATED TO THE COMPLETENESS OR LACK THEREOF OF THE PRESCRIPTION BENEFIT OR MEDICATION HISTORY INFORMATION. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE, AND THAT YOU MUST, AS A CONDITION TO USING THE PLATFORM, CONFIRM THE ACCURACY OF THE PRESCRIPTION BENEFIT AND MEDICATION HISTORY INFORMATION WITH YOUR PATIENT PRIOR TO PROVIDING ANY MEDICAL SERVICES BASED THEREON, AND THAT YOU MUST USE YOUR PROFESSIONAL JUDGMENT IN THE PROVISION OF CARE. YOU AGREE THAT OUR THIRD-PARTY PROVIDERS (AND THEIR DATA SOURCES) ARE THIRD-PARTY BENEFICIARIES TO THIS SECTION.

iii. ANY NETWORK UNDERLYING THE PLATFORM IS NOT INTENDED TO SERVE AS A REPLACEMENT FOR: (Y) A WRITTEN PRESCRIPTION WHERE NOT APPROVED AS SUCH BY THE APPROPRIATE GOVERNMENTAL AUTHORITIES OR WHERE SUCH WRITTEN PRESCRIPTION IS REQUIRED FOR RECORD KEEPING PURPOSES; OR (II) APPLICABLE PRESCRIPTION DOCUMENTATION. USE OF SUCH NETWORK IS NOT A SUBSTITUTE FOR A HEALTH CARE PROVIDER’S STANDARD PRACTICE OR PROFESSIONAL JUDGMENT. ANY DECISION WITH REGARD TO THE APPROPRIATENESS OF TREATMENT, OR THE VALIDITY OR RELIABILITY OF INFORMATION, IS THE SOLE RESPONSIBILITY OF A PATIENT’S HEALTH CARE PROVIDER.

9. FREE EVALUATION/TRIAL BASED USE OF THE PLATFORM. We may from time to time invite You to evaluate and/or utilize all or a portion of Our Platform and/or Professional Services at no charge pursuant to an Order Form, including, without limitation, Our 90-Day Evaluation Order Form or Our PAM Evaluation Order Form (“Evaluation Access”). You may accept or decline any Evaluation Access in your sole discretion. Because Evaluation Access may be provided for evaluation or other related purposes, You acknowledge and agree that Your access on such basis may be subject to bugs or errors, as well as certain additional terms (including those set forth below). In the event of a conflict between the terms of Your Evaluation Access and any other terms of these Terms, the terms of Your Evaluation Access will control. We may discontinue Your Evaluation Access at any time in Our sole discretion and may never make such access available to You or any third parties going forward.

a. In addition to Your obligations under the Agreement, with respect to any Evaluation Access, Your obligations also include: (i) Your active use and evaluation of the Platform and/or Professional Services (as applicable) in the manner and form requested by Us; (ii) Your prompt response to Our questions and submission of meaningful feedback (including reports) as We request regarding Your Evaluation Access (which will constitute “Feedback” as that term is defined in Section 6(c)); (iii) Your prompt notification to Us of any and all functional flaws, errors, anomalies, and problems directly or indirectly associated with Your Evaluation Access that You discover in the manner and form requested by Us; and (v) Your coverage of all usual and customary incidental costs You incur in the ordinary course arising from your use of any Evaluation Access (e.g., internet and phone service), even if additional to any such costs prior to Your use of any Evaluation Access.

b. Notwithstanding any support services that We may offer, with respect to Your Evaluation Access, We may provide technical support in Our commercially reasonable discretion. Without limiting the generality of the foregoing, please note that We do not make any promises or guarantees to provide technical support or if provided, any particular level of technical support, with respect to any Evaluation Access.

c. Our entire liability to You, and Your only remedy in connection with any Evaluation Access by You (including, without limitation, any defects or non-performance of Platform or any Professional Services in connection with the same) is to terminate your use of Your Evaluation Access. WE ARE PROVIDE EVALUATION ACCESS WITHOUT CHARGE FOR LIMITED TESTING AND FEEDBACK PURPOSES. ACCORDINGLY, THE TOTAL LIABILITY AND US AND OUR LICENSORS ARISING OUT OF OR RELATED TO YOUR EVALUATION ACCESS (IN WHOLE OR IN PART) WILL NOT EXCEED $100. IN NO EVENT WILL WE OR OUR LICENSORS HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF WE AND OUR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN CONNECTION WITH ANY OF YOUR EVALUATION ACCESS. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10. INDEMNIFICATION.

a. Our Indemnification of You. We will defend and hold You harmless from and against any third-party claims brought against You alleging that Your or an Authorized User’s use of the Platform in accordance with the Agreement infringes or misappropriates such third party’s patents, copyrights, or trade secrets. The foregoing obligation does not apply to the extent the alleged infringement arises out of or relates to: (i) Your Materials or Third-Party Services; (ii) modification of the Platform other than by Us; (iii) access or use of the Platform in combination with any hardware, system, software, network, or other materials or service not provided by Us; (iv) Your failure to timely implement any modifications, upgrades, replacements, or enhancements made available to You by Us or on Our behalf and/or to make an Accommodations; or (v) any act, omission or other matter described in Section 10(b).

b. Your Indemnification of Us. You will indemnify, defend and hold Us harmless from and against any and all claims, losses, damages, judgments, liabilities costs, and expenses (including attorneys’ fees) arising from or relating to: (i) any of Your Materials, including any use, disclosure or storage of the same by Us or on Our behalf in accordance with the Agreement; (ii) Our compliance with any specifications or directions provided by You or your Representatives or on Your their respective behalf’s; (iii) Your failure to comply with Your obligations, covenants, representations and warranties set forth in the Agreement; or (iv) Your access or use of the Platform or any Professional Services.

c. Procedure. Each party will promptly notify the other party in writing of any action or claim for which such party believes it is entitled to be indemnified pursuant to Section 10(a) or Section 10(b), as the case may be. The party seeking indemnification (the “Indemnitee”) will cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor will promptly assume control of the defense and will employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor will not settle any action or claim without the Indemnitee’s prior written consent, which will not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such action or claim, then the Indemnitee will have the right, but no obligation, to defend against such action or claim, including settling such action or claim after giving notice to the Indemnitor, in each case, in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to perform any obligations under this Section 10(c) will not relieve the Indemnitor of its obligations under this Section 10, except to the extent that the Indemnitor can demonstrate that it has been prejudiced as a result of such failure.

d. If all or any portion of the Platform or its underlying Technology is, or in Our opinion is likely to be, claimed to infringe misappropriate, or otherwise violate any third-party intellectual property right, or if Your use of the Platform is enjoined or threatened to be enjoined, then We may, at Our option and sole cost and expense: (i) replace or modify the Platform (in whole or in part) so as to make the Platform (as replaced or modified) non-infringing, while providing substantially similar features and functionality, and in which case such replacements or modifications will constitute a part of the Platform for purposes of the Agreement; (ii) obtain for You a right to continue using the Platform, as materially contemplated by the Agreement; or (iii) if neither of the foregoing is commercially practicable, terminate the Term (or Your rights to access and use the infringing component of the Platform) and provide You with a refund of any prepaid, unused fees for the Platform or the infringing component, as applicable.

e. THIS SECTION 10 SETS FORTH YOUR SOLE REMEDIES AND OUR SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PLATFORM, OR ANY PROFESSIONAL SERVICES OR OTHER MATEIALS PROVIDED BY OR MADE AVAILABLE BY USUNDER THE AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

11. LIMITATION ON LIABILITY; MUTUAL WAIVER OF CLASS ACTION PARTICIPATION.

a. IN NO EVENT WILL WE OR ANY OF OUR LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (ii) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE PLATFORM; (iii) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (iv) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

b. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF OURS AND OUR LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU TO US UNDER THE AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

c. Neither We nor You may be a representative of other potential claimants or a class of potential claimants in any dispute concerning or relating to the Agreement, nor may two or more individuals’ disputes be consolidated or otherwise determined in one proceeding. WE AND YOU ACKNOWLEDGE THAT THIS SECTION WAIVES ANY RIGHT TO PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLASS ACTION.

12. FORCE MAJEURE. Except for a party’s obligations to pay Fees, each party will be excused from performance of its obligations for any period and the time of performance will be extended as reasonably necessary under the circumstances, to the extent that such party is prevented from performing, in whole or in part, its obligations under the Agreement, as a result of acts of God, any governmental authority, war, pandemic, epidemic, health crisis, government order or lockdown, civil disturbance, court order, labor dispute or any other cause beyond its reasonable control, including, in Our case, Third Party Service malfunctions (such as interruption of Third Party Service services or functions) hurricanes, inclement weather, and failures or fluctuations in electrical power, heat, light, telecommunication equipment or lines or any other equipment or network outside of Our reasonable control.

13. NOTICES. All notices, demands, requests or other communications which may be or are required to be given, served, or sent by a party to the other party pursuant to the Agreement will be in writing and will be hand delivered, sent by widely-recognized national or international delivery courier service or sent via email, addressed as set forth below. Documents delivered by hand will be deemed to have been received upon delivery; documents sent by email will be deemed to have been received when the answer back is received; documents sent by courier service will be deemed to have been received upon their receipt, or at such time as delivery is refused by the addressee upon presentation. Either party may change the address for notice by notifying the other parties of such change in accordance with this Section.

If to You: to the address set forth on the Order Form. If to Us: to the address set forth on the Order Form, marked to the Attention of “Legal Notice,” and in all cases, with copy (but which will not constitute notice) to Legal@BravadoHealth.com.

14. GOVERNING LAW; DISPUTE RESOLUTION. The Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of Florida without regard to conflict of law principles. Neither any adoption of the Uniform Computer Information Transactions Act nor the U.N. Convention on the International Sale of Goods applies to the Agreement or to the rights or duties of the parties under the Agreement. Any dispute arising out of or relating to the Agreement, or its subject matter (including the extent to which any dispute is subject to arbitration pursuant to this Section) will be resolved exclusively by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Either party may send a notice to the other party of its intention to file a case with the AAA under this Section (“Arbitration Notice”). The arbitration will be conducted in Palm Beach County, Florida, by a single arbitrator knowledgeable in the commercial aspects of “software as a service” arrangements and intellectual property. The parties will mutually appoint an arbitrator within thirty (30) days of the Arbitration Notice. If the parties are unable to agree on an arbitrator, then the AAA will appoint an arbitrator who meets the foregoing knowledge requirements. The arbitration hearing will commence within sixty (60) days after the appointment of the arbitrator and the hearing will be completed and an award rendered in writing within sixty (60) days after the commencement of the hearing. Prior to the hearing, each party will have the right to take up to four (4) evidentiary depositions, and exchange two (2) sets of document production requests and two sets, each, of not more than ten (10) interrogatories. The arbitrator will provide detailed written explanations to the parties to support their award and regardless of outcome, and each party will pay its own costs and expenses (including attorneys’ fees) associated with the arbitration proceeding and fifty percent (50%) of the fees of the arbitrator and the AAA. The arbitration award will be final and binding and may be enforced in any court of competent jurisdiction. With the exception of disclosures to affiliates and legal counsel, all negotiations and arbitration proceedings related to a dispute (including a settlement, award, or the documents and briefs exchanged or produced during arbitration) are confidential and may not be disclosed by the parties except to the extent necessary for interim measures or conservatory relief, the enforcement of an arbitration award, or as required by law.

15. MISCELLANEOUS. You may not assign the Agreement without Our prior written consent; provided, however, that You may assign the Agreement to a third party acquiring all or substantially all of Your equity interests or assets without Our prior written consent (subject to Your provision to Us of written notice of such acquisition as soon as reasonably practical upon the closing of such acquisition). No delay or omission by Us to exercise any right or power under the Agreement will impair any such right or power or be construed as a waiver thereof. A waiver by Us in any one instance of any of the covenants, conditions or agreements to be performed by You will not be construed as a waiver with respect to any succeeding instance in which the same provision may apply. Except as otherwise provided in the Agreement, we may update, amend or change these Terms at any time on written or electronic notice to you. Amendments will take effect immediately on delivery of such notice or such later date as communicated in such notice. Your continued access and use of the Platform following delivery of such notice will automatically be deemed your acceptance of all updates, changes and/or amendments. The headings contained in the Agreement are for convenience of reference only, are not to be considered a part of the Agreement and will not limit or otherwise affect in any way its meaning or interpretation. Except as expressly set forth herein, the Agreement is for the sole benefit of the parties and their respective permitted successors and permitted assigns and nothing herein, is intended to or will confer upon any other person (including Your patients) any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of the Agreement. If any provision of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Agreement, which will remain in full force and effect. The Agreement (including the Order Form and each Statement of Work and Services Addendum) represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersede all other negotiations, understandings and representations (if any) made by and between such parties, whether orally or in writing. The Order Form and each Statement of Work and Services Addendum may be executed in counterparts, each of which will be an original, but all of which together will constitute one and the same instrument. Confirmation of execution by electronic transmission signature page or other electronic execution means will be binding, and each party irrevocably waives any objection that it has or may have in the future as to the validity of any such electronic execution.